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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): September 11, 2020
DECKERS OUTDOOR CORPORATION
(Exact name of registrant as specified in its charter)
____________Delaware________________
(State or other jurisdiction of incorporation)
| | | | | |
| 001-36436 | 95-3015862 |
| (Commission File Number) | (I.R.S. Employer Identification No.) |
250 Coromar Drive, Goleta, California 93117
Registrant's telephone number, including area code: (805) 967-7611
_______________________________________________________
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | DECK | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 5.07 | | Submission of Matters to a Vote of Security Holders.
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On September 11, 2020, Deckers Outdoor Corporation (the "Company") held its 2020 Annual Meeting of Stockholders (the "Annual Meeting"), virtually via live webcast at www.virtualshareholdermeeting.com/DECK2020, during which the Company's stockholders voted on three proposals. The Company had 28,005,993 shares of common stock outstanding on July 13, 2020, the record date for the Annual Meeting. At the Annual Meeting, 25,966,305 shares of common stock were present virtually or represented by proxy.
The following sets forth the final results of the voting for the three proposals voted upon at the Annual Meeting. These matters are described in more detail in the Company's definitive proxy statement on Schedule 14A, which the Company filed with the Securities and Exchange Commission on July 27, 2020 (the "Proxy Statement").
Election of Directors (Proposal No. 1)
The stockholders elected nine directors who were nominated by the Board of Directors of the Company (the "Board") to serve as directors of the Company until the annual meeting of stockholders to be held in 2021 or until their successors are elected and duly qualified. The following sets forth the results of the voting with respect to each candidate:
| | | | | | | | | | | |
| Shares Voted | | |
| Name of Candidate | For | Authority Withheld | Broker Non-Votes |
| Michael F. Devine, III | 24,060,806 | 711,158 | 1,194,341 |
| Nelson C. Chan | 24,742,246 | 29,718 | 1,194,341 |
| Cynthia (Cindy) L. Davis | 24,604,712 | 167,252 | 1,194,341 |
| Juan R. Figuereo | 24,742,240 | 29,724 | 1,194,341 |
| Victor Luis | 24,742,593 | 29,371 | 1,194,341 |
| Dave Powers | 24,742,394 | 29,570 | 1,194,341 |
| Lauri M. Shanahan | 24,565,066 | 206,898 | 1,194,341 |
| Brian A. Spaly | 24,608,256 | 163,708 | 1,194,341 |
| Bonita C. Stewart | 24,298,064 | 473,900 | 1,194,341 |
Ratification of the Appointment of KPMG LLP as Independent Registered Public Accounting Firm (Proposal No. 2)
The stockholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year 2020, which covers the period from April 1, 2020 to March 31, 2021. The following sets forth the results of the voting with respect to this proposal
| | | | | | | | |
| Shares Voted | | |
| For | Against | Abstentions |
| 25,112,810 | 825,197 | 28,298 |
Advisory Vote on Executive Compensation (Proposal No. 3)
The stockholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers, as described in the Proxy Statement. The following sets forth the results of the voting with respect to this proposal:
| | | | | | | | | | | |
| Shares Voted | | | |
| For | Against | Abstentions | Broker Non-Votes |
| 24,148,205 | 588,117 | 35,642 | 1,194,341 |
No other matters were presented for consideration or stockholder action at the Annual Meeting.
The Board has appointed Lauri M. Shanahan, an existing director of the Company, as a member of the Audit Committee, effective as of September 11, 2020. Accordingly, the current members of the Audit Committee are Juan R. Figuereo (Chair), Nelson C. Chan, and Lauri M. Shanahan.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: September 17, 2020 | | |
| | |
| | Deckers Outdoor Corporation |
| | /s/ Thomas Garcia |
| | Thomas Garcia, General Counsel |